UPDATE: Eastern Echo Rejects Schlumberger’s Offer
Eastern Echo Board refer to the unsolicited offer from Schlumberger BV to acquire all outstanding shares, convertibles and warrants in Eastern Echo Holding Plc. The stated offer price is set at a minimum of NOK 11 and a maximum of NOK 12 per share with the final price dependent on the acceptance level achieved under the offer. The Offer is structured with a minimum price per share of NOK 11 given a minimum acceptance level of 67%, plus an additional payment of NOK 1 per share if the acceptance level is above 90% with such acceptance levels calculated on a fully diluted share basis.
The offer price of minimum of NOK 11 and a maximum of NOK 12 per share represents a minimum premium of 38% and a maximum of 51% compared to the closing price of the Eastern Echo-share on 5 November 2007, which was the last day before Eastern Echo informed the market that Schlumberger BV had expressed interest for the company.
The Board has on 6 November reviewed the offer and would like to caution that the acceptance by Eastern Echo shareholders in the opinion of the Board will not represent the best alternative for the shareholders.
Although the offer price represents a premium compared to historic prices, the Board of Eastern Echo is of the opinion that the offer price of NOK 11 – NOK 12 does not sufficiently reflect the value potential of Eastern Echo.
Eastern Echo is now, together with ABG Sundal Collier Norge ASA as its financial advisor, actively seeking alternative solutions and reviewing all options open to the company.
Furthermore, several large shareholders, together holding approximately 15% of the shares of Eastern Echo, have expressed that they consider the offer price too low. Thus, it is substantial uncertainty whether Schlumberger BV will achieve an acceptance ratio of 90% or more based on the current offer price.
The Board would like to generally caution that the acceptance by a significant number of Eastern Echo shareholders of any potential offer may influence the extent to which alternative options may be developed.